REG - Trafalgar PropertyGp - Posting of Circular and Notice of General Meeting

Trafalgar PropertyAnnouncement

16/10/2024 15:00

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RNS Number : 4738I  Trafalgar Property Group PLC  16 October 2024

16 October 2024

 

TRAFALGAR PROPERTY GROUP PLC

("Trafalgar" or the "Company")

 

Posting of Circular and Notice of General Meeting

 

Further to the announcement of 27 March 2024, Trafalgar announces that it will
be posting a circular to its shareholders (the "Circular") convening a general
meeting which is to be held at 11.00 a.m. on 01 November 2024 at Chequers
Barn, Chequers Hill, Bough Beech, Edenbridge, Kent TN8 7PD (the "General
Meeting"), at which the Board is seeking to undertake a share Reorganisation
in connection with the previously announced 2024 CLN.

The following has been extracted from the shareholder Circular, which is
available on the Company's website at:
www.trafalgarproperty.group/tnh/index.html
(http://www.trafalgarproperty.group/tnh/index.html) .

In accordance with the announcement made by the company on 27th March 2024,
Trafalgar Property Group PLC is to issue Mr C Johnson with a new, nil coupon,
unsecured convertible loan note (the "2024 CLN") in respect of the £99,550
reinvestment of the proceeds from the 2022 Conversion Shares. The 2024 CLN
will be convertible in full into 226,250,000 Ordinary Shares at £0.00044 per
ordinary share ("2024 CLN Exercise Price") and can be converted at any time by
Mr C Johnson, subject inter alia to his entire holding being less than 29.99
per cent of the voting rights in issue in the Company. The Companies Act 2006
provides that a company may not issue shares at a discount to its nominal
value. As the 2024 CLN Exercise Price is below the Company's nominal value of
£0.001 per ordinary share, the Company is required to convene a general
meeting in order to undertake a share reorganisation.

As at the date of this Circular there are 653,102,371 ordinary shares of
£0.001 each in issue. It is proposed that (a) the capital of the Company be
subdivided and redesignated into one ordinary share of £0.0001 each in the
capital of the Company, having the same rights and being subject to the same
restrictions as the existing ordinary shares, and one intermediate deferred
share of £0.0009 each in the capital of the Company;  (b) issue 9
intermediate deferred shares of £0.0009 each and such shares to be held by
the Company in Treasury to enable a full consolidation under (c) and  (c)
every 10 intermediate deferred shares of £0.0009 be consolidated into one
deferred share of £0.009 ranking pari passu with the existing deferred shares
of £0.009 each and having the rights and being subject to the restrictions as
set out in Article 7A of the articles of association of the Company.

 

Subject to Shareholder approval of the Resolutions it is expected that
Admission will become effective and that dealings in the New Ordinary Shares
will commence on 04 November 2024. Following the Capital Reorganisation
Shareholders who hold Existing Ordinary Shares in uncertificated form should
expect to have their CREST account updated to reflect the new nominal value on
04 November 2024. Existing share certificates will remain valid following the
Capital Reorganisation. Following the Share Reorganisation, all mandates and
other instructions, including communication preferences given to the Company
by Shareholders and in force at the Record Date shall, unless and until
revoked, be deemed to be valid and effective mandates or instructions in
relation to the New Ordinary Shares.

No share certificates will be issued in respect of the Deferred Shares.

Following the Capital Reorganisation, the entire issued share capital of the
Company will comprise of 653,102,371 Ordinary Shares of £0.0001 each and
352,454,466 Deferred Shares of £0.009 each.

 

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

 

Publication of this Circular
 
                      16 October 2024

 

Latest time and date for receipt of Form of Proxy
                                  11.00 a.m.
on 30 October 2024

 

General Meeting
 
     11.00 a.m. on 01 November 2024

 

Record Date for the Capital Reorganisation
 
       6.00 p.m. on 01 November 2024

 

Admission and commencement of dealings

in the New Ordinary
Shares
       8.00 a.m. on 04 November 2024

 

CREST accounts updated with the New Ordinary Shares

nominal value
 
               04 November 2024

 

Issue of 9 Intermediate Deferred Shares of
£0.0009
               04 November 2024

 

Intermediate Deferred Shares of £0.0009

Consolidation Record Date
 
     6.00 p.m. on 04 November 2024

 

Issue of Deferred Shares of £0.009
 
               05 November 2024

 

 

Enquiries:

 Trafalgar Property Group Plc                        +44 (0) 1732 700 000

 Paul Treadaway

 Spark Advisory Partners Ltd -AIM Nominated Adviser  +44 (0) 20 3368 3550

 Matt Davis

 Peterhouse Capital Limited - Broker                 +44 (0) 20 7409 0930

 Duncan Vasey/Lucy Williams

 

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